The University of South Florida proved just how determined it could be Monday, refusing to fold and coming within one shot of pulling off a women's NCAA tournament shocker.

No. 2-seeded California never could put the Bulls away, connecting on just three of 11 free throws in the final 1:27 of regulation before recovering in the nick of time and claiming an 82-78 overtime victory in a second-round Spokane Regional game at United Spirit Arena on the campus of Texas Tech.

The 10th-seeded Bulls, fresh off their first win in the tourney, provided a stirring comeback, overcoming a 10-point deficit in the final 90 seconds and sending the game to overtime on three free throws by Inga Orekhova with 1 second remaining.

Orekhova said there wasn't much time to think about the enormity of the situation.

"I didn't have a lot going through my head besides the fact that I had to make them," she said. "I felt relieved after that because we were going to OT. I thought, 'we got this' even though we had people in foul trouble."

Cal (30-3) extended the best season in program history and moved on to the Sweet 16, where it will face the winner of today's game between No. 6-seeded LSU and No. 3 Penn State.

Layshia Clarendon had 25 points and led four Cal players in double figures. Andrea Smith had 24 points, and Orekhova finished with 22 for USF.

Smith wasn't surprised the Bulls fought back.

"We played with heart this whole season. We know how to bounce back from adversity."

Bulls coach Jose Fernandez was also impressed with his team's heart.

"From the standpoint of character, it was just tremendous character they showed tonight," he said. "They continued to fight and they put us in a position to go to overtime."

Indeed, USF refused to go quietly. The Bulls pulled within four at 69-65 with 20 seconds remaining on a 3-pointer by Orekhova. Then, after two more Cal misses at the line, Smith converted two of three free throws to pull USF within 69-67 with 11 seconds left.

Cal's Brittany Boyd made one of two free throws with 10 seconds left, and Orekhova was fouled as she attempted a tying 3-pointer. She then calmly drained all three free throws to push the game to overtime.

The No. 6-ranked Bears wasted no time grabbing a 78-73 lead in overtime and kept the feisty Bulls at bay the rest of the way.

The Bears looked as if they would take control early in the second half. Leading 39-37, Cal scored five points in a 39-second span to open a 44-37 lead. After Afure Jemerigbe converted one of two free throws, Boyd and Gennifer Brandon added layups.

The Bulls (22-11) pulled within 52-45 on a 3-pointer by Smith with 12:33 remaining, but the Bears continued to move the ball inside. USF's Caitlin Rowe was whistled for a technical foul while several Cal players were battling with her in a held-ball situation. The Bears made one of two free throws and led 53-45.

USF hung around throughout the first half, despite trailing by seven points at 15-8 with a little more than 14 minutes remaining. The Bulls then outscored Cal 12-5 and forged a 20-20 tie on a 3-pointer by Orekhova.

Moments later, Cal took a 25-22 lead on a 3-pointer by Clarendon with 7:31 left, but USF responded with seven unanswered points. Smith converted a 12-footer, Courtney Williams followed with an 8-footer and Smith capped the flurry with a 3-pointer that pushed USF to a 29-25 lead with 5:33 left before intermission.

Cal turned up the defensive heat, though, holding the Bulls scoreless for most of the next five minutes, and making the most of a superb first half from Clarendon, who led all scorers with 17 points. The Bears used two free throws by Boyd to pull within 29-27 with 4:01 left, and then tied it on an inside basket by Reshanda Gray at the 3:24 mark.

The Bears then outscored USF 8-3 the rest of the way. Clarendon, who consistently hit big baskets for throughout the opening half, scored with one second remaining, drew a foul and drained the free throw to send Cal to the locker room with a 37-32 lead.

Fernandez said regardless of the outcome his team should be proud.

"I couldn't be happier with our effort," he said.

"It's going to hurt, but it's something they are going to remember for a lifetime."